Common use of Notification of Defects Clause in Contracts

Notification of Defects. All API shall be received subject to NOVACEA’s inspection and may be rejected if any such API fails to be delivered in the condition warranted. NOVACEA shall be deemed to have accepted each order of API if PLANTEX does not receive written notice to the contrary as set forth in this Section 8.2. NOVACEA shall notify PLANTEX in writing within forty-five (45) working days after delivery to NOVACEA of any non-conforming API containing obvious defects discoverable without affecting the integrity of the APl’s packaging and will notify PLANTEX of nonconformity within thirty (30) working days from its discovery at any time of any latent defects, or NOVACEA’s rights as to such obvious or latent non-conformance shall be waived. At PLANTEX’s request, NOVACEA shall promptly supply either samples of the API that are allegedly defective or some other evidence of deficiency that PLANTEX shall specify. If there is a disagreement between the Parties as to whether any API conforms to specifications, or meets the warranties set forth in Section 8.1 above, then samples and/or batch records, as appropriate, from the batch that is in dispute promptly will be submitted for testing and evaluation to an independent testing laboratory as shall be agreed to in writing by both Parties. The determination of such independent testing laboratory shall be binding upon the parties. If it is determined that the nonconformity is due to damage to API (a) caused by NOVACEA or its agents or (b) which occurs subsequent to delivery of such API to NOVACEA, PLANTEX shall have no liability to NOVACEA with respect to such nonconformity and the cost of any testing and evaluation by such testing laboratory shall be borne by NOVACEA. If it is determined that the nonconformity was not the result of either (a) or (b) above, then PLANTEX shall credit NOVACEA’s account for the price invoiced for such nonconforming API (or if payment therefor has previously been made by NOVACEA, pay NOVACEA the amount of such credit or offset the amount thereof against other amounts then due to PLANTEX.

Notification of Defects. All API shall be received subject to NOVACEAD-NOVO’s inspection and may be rejected if any such API fails to be delivered in the condition warranted. NOVACEA D-NOVO shall be deemed to have accepted each order of API if PLANTEX does not receive written notice to the contrary as set forth in this Section 8.2. NOVACEA D-NOVO shall notify PLANTEX in writing within forty-forty five (45) working days after delivery to NOVACEA D-NOVO of any non-conforming API containing obvious defects discoverable without affecting the integrity of the APlAPI’s packaging and will notify PLANTEX of nonconformity within thirty (30) working days from its discovery at any time of any latent defects, or NOVACEAD-NOVO’s rights as to such obvious or latent non-conformance shall be waived. At PLANTEX’s request, NOVACEA D-NOVO shall promptly supply either samples of the API that are allegedly defective or some other evidence of deficiency that PLANTEX shall specify. If there is a disagreement between the Parties as to whether any API conforms to specifications, or meets the warranties set forth in Section 8.1 above, then samples and/or batch records, as appropriate, from the batch that is in dispute promptly will be submitted for testing and evaluation to an independent testing laboratory as shall be agreed to in writing by both Parties. The determination of such independent testing laboratory shall be binding upon the parties. If it is determined that the nonconformity is due to damage to API (a) caused by NOVACEA D-NOVO or its agents or (b) which occurs subsequent to delivery of such API to NOVACEAD-NOVO, PLANTEX shall have no liability to NOVACEA D-NOVO with respect to such nonconformity and the cost of any testing and evaluation by such testing laboratory shall be borne by NOVACEAD-NOVO. If it is determined that the nonconformity was not the result of either (a) or (b) aboveis caused by PLANTEX, then PLANTEX shall credit NOVACEAD-NOVO’s account for the price invoiced for such nonconforming API (or if payment therefor has previously been made by NOVACEAD-NOVO, pay NOVACEA D-NOVO the amount of such credit or offset the amount thereof against other amounts then due to PLANTEX.